0000899243-23-017596.txt : 20230731 0000899243-23-017596.hdr.sgml : 20230731 20230731173241 ACCESSION NUMBER: 0000899243-23-017596 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230728 FILED AS OF DATE: 20230731 DATE AS OF CHANGE: 20230731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drake Eileen P. CENTRAL INDEX KEY: 0001635474 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 231128662 MAIL ADDRESS: STREET 1: C/O GENCORP INC. STREET 2: P.O. BOX 537012 CITY: SACRAMENTO STATE: CA ZIP: 95853-7012 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AEROJET ROCKETDYNE HOLDINGS, INC. CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 340244000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 222 N. PACIFIC COAST HIGHWAY STREET 2: SUITE 500 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: (310) 252-8100 MAIL ADDRESS: STREET 1: 222 N. PACIFIC COAST HIGHWAY STREET 2: SUITE 500 CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: GENCORP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-07-28 1 0000040888 AEROJET ROCKETDYNE HOLDINGS, INC. AJRD 0001635474 Drake Eileen P. 222 N. PACIFIC COAST HIGHWAY, SUITE 500 EL SEGUNDO CA 90245 1 1 0 0 CEO and President 0 Common Stock 2023-07-28 4 D 0 60008 58.00 D 0 D Common Stock 2023-07-28 4 D 0 289000 58.00 D 0 I EPD 2018 Trust Dated August 7, 2018 Restricted Stock Unit 2023-07-28 4 D 0 13128 58.00 D Common Stock 13128 0 D Restricted Stock Unit 2023-07-28 4 D 0 35000 58.00 D Common Stock 35000 0 D Restricted Stock Unit 2023-07-28 4 D 0 21940 58.00 D Common Stock 21940 0 D Stock Appreciation Right 17.35 2023-07-28 4 D 0 53028 40.65 D 2020-05-01 2020-05-01 Common Stock 53028 0 D Stock Appreciation Right 22.25 2023-07-28 4 D 0 46768 35.75 D 2021-02-27 2021-02-27 Common Stock 46768 0 D Stock Appreciation Right 32.25 2023-07-28 4 D 0 58420 25.75 D 2022-02-28 2022-02-28 Common Stock 58420 0 D Under the terms of the Agreement and Plan of Merger, dated as of December 17, 2022 (the "Merger Agreement"), by and among L3Harris Technologies, Inc., Aquila Merger Sub Inc. and Aerojet Rocketdyne Holdings, Inc. (the "Issuer"), Aquila Merger Sub Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of L3Harris Technologies, Inc. (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock was automatically canceled and converted into the right to receive $58.00 in cash per share, less applicable tax withholding (the "Merger Consideration"). The number of shares reported includes previously-reported shares of restricted stock, which vested in full upon consummation of the Merger. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock. Pursuant to the Merger Agreement, at the effective time of the Merger these RSUs were canceled and converted into the right to receive the Merger Consideration. Reflects an initial grant of 19,691 RSUs originally scheduled to vest in three equal annual installments beginning on February 28, 2023. These RSUs were originally scheduled to vest 25% on October 27, 2023, 25% on October 27, 2024 and 50% on October 27, 2025. These RSUs were originally scheduled to vest in three equal annual installments beginning on February 28, 2024. This award was canceled in the Merger in exchange for the right to receive, for each underlying share, a cash payment equal to the difference between the Merger Consideration and the exercise price of the award, less applicable tax withholding. /s/ David A. Fox, attorney-in-fact 2023-07-31